The Superior Peter Parker
by The Scottish Black Belt
Summary: Any one who has been following Spider-man's adventures in the last few years knows about the events of 'Dying Wish'... but what if it went differently? Watch as Peter Parker takes on his greatest foes... with a new sense of purpose and strength. While shocking and amazing his friends and allies! (My take on what should've happened with The Superior Spider-man.) M for minor swearing
1. Through the Eyes of my Enemy

**The Superior Peter Parker Prologue: Through the Eyes of My Enemy **

**Disclaimer: I do not own anything marvel. Disney and a mouse do now.**

**Author's Note: High everybody, I am doing this Fanfiction as my take on the events of Superior Spider-man… and how I think it should've gone. For the first few chapters… there will be little Villain action… more building up and developing relationships between Spider-man and other heroes in the universe. I apogee if this is crappie as I am not very good at writing. Also, at the end of the Chapters I'll be doing a solicitation for the next… like what Marvel and DC do, except without the Cover. Also, the Chapters may vary in length depending on the point in the story.**

*Avengers Tower: Floor 90 and rapidly decreasing *

An age old battle was repeating itself for the thousandth time. Dr Octopus and Spider-man. Though this time the age old foes found each other in the others body, thanks to a desperate mad attempt by the super villain to escape his death, by stealing his greatest foes live.

(One shot at this. The Bot's still good… wait, he knew that's what I'd try this. Probably has some armour at the back of the skull. Have to do this right, crab the side of the building and…)

As the hero's mind raced he crabbed a hold of 'Spider-man' and used his two of his mechanical arms to swing them into the build and another two to rip of Otto's mask … and the armoured plating on his neck.

"What's wrong Parker, you just want to see you old face one last time?"

"No,… just had to get rid of armored plating."

Then in one moment, everything was right once more. The Octobot was dead, Otto was back in his prison of a body and Peter was back in his rightful body.

"It's over, Otto. That was your last card."

"Yes… I have lost. Though I shall not go down without showing you this…"

Suddenly, Peter felt a torrent of images and feelings pour into his mind.

"… this is it all. My hopes my dreams. I wanted to change, but was to arrogant to try and work with others. I believed that I could change the world by myself."

Otto spoke his heart as Peter took him into his arms.

"I saw your life. Your Uncle Ben, Morlun, Osborn and … me. You fought only because 'With Great Power, Comes Great Responsibility'. I believed I was the superior man, the superior intelligent. I was wrong. I have seen how closely your path walked beside mine. We both have suffered much, yet you rised above it all. You are the superior…" Otto spoke, as his voice gradually grew weaker, till he fell silent...

That was it. Otto Octavius was dead. In his last moment, he showed the truth of his life… and of his greatest foe. He was showed how they were so similar… and of how he viewed him as his only equal. How spider-man, was to his own twisted mind, the greatest hero of all.

Peter Parker knew not want to think as he took Otto's body down to the police men waiting below.

Hours later, after he told his fellow Avengers of what had transpired, Peter Parker stood upon a rooftop in the city as the rain poured down.

(I fail. Time and time again, I fail. I am a geniuses, I can go toe-to-toe with a Hulk, I've even saved the world from The Sinister Six, Armies of invading symbiotes and even a giant 'Spider-Queen' . Yet I fail, time and time again. Gwen, Captain Stacey, my brothers Kaine and Ben… Uncle Ben…..)

As the most Amazing man in the world came to a conclusion, he jumped. Plummeting towards the ground at a rapid pace.

(…No more! No more second guessing myself, no more saying 'I don't belong up in the clouds….)

Just before he reached the ground he shot out a web line. He swung through the raining.

(… I will be deserving of everything I have! I will prove that I deserve to be an Avenger! Part of the Crazy Fanatic Four family! To have people like Aunt May in my life! I will be the Hero this city deserves! I will be Faster! Stronger! Smarter! A Superior version of Peter Parker… and a Superior Spider-Man!)

**Chapter 1: How to Be Superior?**

*** With Dying Wish behind him, the Superior Spider-man is ready to rock the world. With the new Sinister Six up to no good, Spidey's got his work cut out for him.**

*** Also, a certain hero in the Avengers and our good friend Spidey have some… Unfinished Business to attend to!**


	2. How to be Superior?

**The Superior Peter Parker: Chapter 1 How to Be Superior?**

**Author's Note: Changed the rating to M, as I'm planning to have swearing in the later chapters. I hope to take the story at lest past the Goblin Nation Story. Also, please review, as I would like to know where I go wrong and right in a chapter.**

*Prison graveyard*

(Here lies Otto Octavius)

Dr Octopus, Spider-man's greatest foe, was dead. Their was a small funeral, only Spider-man and a few of Octavius' colleagues attended. . Peter stayed behind as everyone else left.

"Otto, I promise. I will be the man you thought I am. I will be better. I will…*Beep, Beep*"

Peter's phone began to beep. It was alerting him off a robber-in-progress by metahumans.

(Time to get to work.)

*Empire State University*

"Beetle, hurry it up." Boomerang shouted.

A new Sinister Six, consisting of the Living Brain, Speed Demon, Shocker, Boomerang, Overdrive and a New Beetle. Overdrive was just rolling in with the big wheel to pull the team out.

"You Idiot! Who the hell pimps out the Big wheel for a get away car!?" Shocker said

"I Dunno. Maybe someone who wants the coolest get away care Ever!" Overdrive replied.

"Seriously! This is the Sinister Six now! I'm embarrassed that you're suppose to be my greatest villains!" Spider-man quipped as he leapt into the fray . His new costume was very similar to his except with the blue replaced by black and a few other slight changes.

"Who do we have here?" Spider-man kicked boomerang in the face "Overdrive: always nice to see you again. Living Brain, you're still around. Been forever" Spiderman jumped onto the living brain and took him town " Are you a new Beetle?"

He evaded a laser blast from the Beetle and returned with a swift uppercut, before proceeding to slash Boomerang, to inject him with micro spider-tracers.

"Damn it! Everyone lets get out of here!" Boomerang shouted. He threw out several exploding boomerangs in every direction. One went towards a police officer.

"Get down!" Spider-man shouted as he jumped to cover the police officer.

Five of the new Six managed to get away, the only one left was the Living Brain. |He was left as he was disabled by Spider-man.

"Thank you Spider-man. We Appreciate what you just did there. If there is anything you need, just ask." The police captain came over to thank spider-man for everything.

"Now that you mention it. Can you send that robot to Horizon labs. I've got a friend there that can put it to good use.

"No problem. I'll just run it by the Chief."

*Horizon Labs*

"That's good, just bring it down slowly" Peter supervised the police officers as they carried the Living Brain out of a van.

"Dude! Is that the Living Brain. Ah, pleases let me help you with that. It's the Super Nintendo of Automatons." Grandy asked Peter as he saw him bring the living brain into his lab.

"Sorry man, I'll let you play with it later. Though not right now." Peter replied

(You get all the fun.) Grandy whispered back.

"Grandy, have you seen Peter? I heard he's on site" Max Modell asked his employee.

"Yeah, he's off hogging the Living Brain" Grandy replied, with a hint of jealously.

Peter was working away in his lab, trying to access the Living Brain's memory banks.

"Peter? Are you busy, because I would like o have a talk with you?" Max asked.

"I am, but I can talk. I'm just checking the Living Brain's memory banks for Spider-man "

"Yes, Spider-man. That's what I want to talk about. I know the work you do for Spider-man is important, but more and more recently. I have been thinking that you have been building weapons here. I know their for Spider-man and you would never do anything like Stone did while he worked here. Yet, I never imagined that Horizon would be a weapons manufacture for a war. A war against crime is all well and good…"

"Max, I know you have every right to be worried, but I promise. The work I'm doing will never be used to hurt people. I know working with Spider-man is dangerous, but if I do not help him, innocent lives can and **will** be lost. Also, some of the greatest inventions are created in time of war. Here just look at some of the peaceful applications of my work for Spider-man."

"G-Good lord, these are revolutionary. W-Well, I guess I can't argue against results, but be careful my boy. It can be a dangerous business doing good. Keep up the good work, if these do succeed. It will be another feather in you're hat…"

"Max, while you're here I want to run something buy you." Peter said as he put his tools down and turned to Max.

"What is it, Peter?"

"Well, I have been thinking about going back to school part time. I have only one merit left and only have to present a thesis, then I could very well be Dr Parker."

"If you keep up the good work, I have no problem granting a leave off absence. As long as you keep up with your quarter target. Good luck my boy." Max said as he turned and left.

"Okay, that's one thing down on my list. Next is…Carol."

Peter Parker, the Amazing Spider-man, and Carol Danvers, Captain Marvel, were very close. During the Dark Reign the helped each other out a few times and had gotten close. He secretly had a fan-boy crush on her before they meet, which actually turned into geuinine feelings for her as they got closer. When Osborn laid Siege on Asgard, he learned the Carol even like her just like he liked her. So why did he not act on it, simple. He thought that he wasn't worth it, so he never acted on it. Well… no more!

"Phone: Call Carol Danvers."

*Outside the Museum of Natural History*

Carol Danvers and Steve Rogers had just stopped The Absorbing man from stealing Moon rocks, so that he could get moon powers. Yeah, he is that Dumb. Carol was just waiting off at the side, while Steve Rogers was handling the press.

(Beep, Beep.)

"Hello?"

"Eh…."

"Is any one there?"

"(Crap, why don't I have a back bone?)… Carol, it's me Pete."

"Oh, hey Pete… How are you? I've been wanting to check up on you since I heard about the Ock… 'Thing'."

"Yeah… it was pretty messed up."

"Do you need help with any thing, a supervillian thing?"

"Eh … no. (Damn it, grow some balls parker) I was actually wondering if you had any plans this Saturday. I was wondering if you would have like to go see a movie this weekend?"

"Are… You asking me on a date?"

"Y-Yes."

"Y-Yeah. I-I'll meet at the Quad cinema…around eight?"

"Y-Yeah, t-that's great. Meet you t-then." Peter hung off. Nearly having a panic attack during the whole conversation.

Cap snuck up on carol during the call. He had a smock look on his face.

"Did he finally ask you out on a date?"

"Y-Yes, you smock bastard" Carol said as a small blush formed on her face. Cap had been pushing her for little a year to ask Peter out, since the siege of Asgard. He knew they both had feelings for one another, but where both too chicken in his mind.

"Well, since Peter was the one to ask. I now own Tony, Logan and Clint $50 each."

"You bet on us!?"

"Half the team did."

"What!?"

*Horizon Labs: Midnight"

At midnight, the new sinister six assaulted Horizon labs in an attempt to gain a Atmospheric Condenser. They had succeeded within 9 seconds.

"We should do something!" Bella, a member of the lucky 7 think tank shouted.

"Bella, No! They're bad guys, just stay out of their way!" Uatu Jackson, another lucky 7 stopped her.

"Smart Kid, let's get out of…her?" As Boomerang ordered the team to retreated with their prize, they came to see the entire street covered in a giant web dome.

"What is all of this?" Beetle shouted.

"This is all my handy work. Welcome to my parlour, little flies."

"That's impossible. We were in and out in under 10 seconds!" Shouted Boomerang.

"Proportionate speed of a spider. I used to think that me having to fight 6 of you at a time was a bit unfair, but I realised that my powers are so awesome I could do this blinded folded." Spider-man quipped.

"Oh yeah, well lets see if you can stop this blind…" Speed Demon shouted as he charged forward.

"Omega three." Spider-man spoke as he pressed the spider symbol on his chest.

"…Folded?" Speed Demon spoke as the ground became completely smooth, causing to lose his footing as spider-man shoot out two web-lines behind him, and used them to web-zip double kick onto Speed Demon's chest and backfill back onto the Web-dome.

"Dude! That could of killed him!" Boomerang shouted.

"Come on Frederick, you know that's not my style. Now, Plan Epsilon Five" Spider-man replied as he pressed the spider symbol once more.

"What Now?" Beetle asked.

"One of horizon's new inventions. Cheap easy to install power damping field. All one has to do is screw in a few light. Omega three: Deactivate" Spider-man answered as he jumped down.

He then preceded to attack the Beetle and the Shocker , both of whom had their equipment short-circuit, with a uppercut and side kick. He then fired a web-line and swung around and kicked the Big Wheel at the side, causing it to fall over.

"How the Hell you doing all this" Boomerang demanded to know. Spider-man pointed with one hand to the claws on his other.

"When I scratch early, I ejected you with hundreds of nano-spider-tracers, with in-built Audio Transmission and GPS. Heard all your little plans and prepared a trap. The reason Speed Demon over their fell flat on his but was because of a instant non-friction substance a friend of mine cocked up and spent a good hour applying to the Ground. Then he spent another half hour to install the power damping field."

Suddenly, a swarm of police cars and reporters appeared out of nowhere, shocking Boomerang.

"Oh, I forget to mention. I called the police in advance to pick you's up after I'm done. The reporters, did not see that coming" Spider-man admitted.

"So, any last words?" Spider-man asked

"Yeah, not the face. Jaw's just better from the last time." Boomerang spoke, admitting defeat.

Spider-man then proceeded to tae him down with a punch to the gut, before the police officers came to cart off the Sinister six…Er…five off to prison.

(Eh? Not bad, first day back on the job. A new Sinister Six, down for the count, a retro robot that I can repurpose into a worker for the guys and me. A date with a super beautiful, super heroine that I really like. Two new inventions that will, once converted for public use, will rake me and Horizon some major big ones. Not bad.)

Pete thought to himself, as he watched the police stuff Boomerang and his gang into a police van.

**Chapter 2: One Hell of a Date**

*** Spidey's Got a date! Will he crash and burn? Or will he soar high with his favourite female hero?**

***Also, one of Spidey's old 'friends' is causing trouble again, will her need some 'uncanny' help or… nah! He's got it!**


	3. One Hell of a Date!

**The Superior Peter Parker Chapter 2: One hell of a date night **

**Author's Note: there will be a big revel at the end of the Chapter. It wouldn't have any real effect on the story till the end of the story. Around chapter 20 onward, depends on how the story will go. Also, I may not update for a while as my computer is very old and his starting to break. I'm getting a new one and will hopefully be up and running soon enough.**

*New York city*

(I have one hell of a life. I have a god's number on my contacts list in my phone, I am poker buddy's with the earth's sorcerer supreme , hell I'm the 'fifth' member of the Fantastic Four. So it takes a lot to surprise me, but… this does.) Peter Parker thought to himself as he saw several members of the Mayor's 'Anti-spider' patrol engage a… giant spider?

He jumped onto the arm of one of the mechanized Police officers and used it to spring board himself up to the giant spider. What he saw… alarmed him.

"What the hell!?" Spider-man shouted as he saw the fact that the spider had giant human eyes. He was then thrown off the building, as he lost his balance due to the shock. Forgetting to use his adhesive powers to stay anchored to the Spider.

(Great, I'm distracting myself… Did it just get colder?) Spider-man thought to himself. Then he noticed a great burst of light behind him.

"I know this might be surprising but this spider I a job for the … X-MEN!" Amazingly, Wolverine, Beast, Shadowcat, Iceman, Strom and Rachel Grey all appeared.

"Hey webs… What is this? It this your Pet? Do you have a licence for this thing?" Iceman quipped as he charged at the giant spider.

"Hank, figure out what the hell this is? And You!" Logan shouted

"Me?" Spider-man replied.

"Stay the Fuck out of this!" Logan snarled.

"Charming." Peter sighed to himself as he Logan charged at the beast. He saw how the X-men were following their leaders… example. He decided to stay behind and talk with Beast, as he was the only one willing to think before hitting something.

"Interesting, DNA scans are inconclusive. It's showing Both Mutant and spider." Beast stated.

" Of course, you need a tissue sample. Any kind of surface scan will only give inconclusive readings at best." Spider-man replied

"It's Alien tech, got it from the Shi'ar." Beast replied.

"…Cheater." Spider-man replied, earning a small smirk from Beast.

(Warning, Warning. Large energy build up) Peter's heads up display showed a warning about energy build up in the spider.

"Get you guys back, now!" Spider-man shouted

"What?" Beast asked.

"The Spider is about to attack Storm."

It was too late, the spider fired a purple, energy-goo at storm. Spider-man jumped up and got her out of the way.

"Got you, Stormy"

"T-thank you." Storm said, albeit weakly.

"No problem, no if you'll excuse me. I have to got beat up a giant spider." Spider-man said as he handed Storm to Kitty Pryde.

Spider-man begun to swing towards the creature, as it started to shoot eye beams.

"Uh, Spidey. You might want to take cover, the giant spider is now shooting eye beams." Iceman joked as he created a ice barrier.

"I hadn't noticed." Spider-man replied. He then jumped onto the head of the spider… and smashed his two hands into the giant's skull. Shocking the x-men.

"Son of a Bitch!" Logan growled.

"What the, he's supposed to be capturing it, not killing it!" Kitty screamed in shock, as the Spider-man she knew would never kill so casually.

"Storm we need a change in air pressure around the Spider. Now!" Spider-man shouted.

"What is he doing?" Storm asked.

"I am not quite sure, but this is Spider-man, he deserves the benefit of the doubt." beast replies, due to the friendship between spider-man and many members of the X-men. Including himself.

(Great, now for the Coup De Grace…) Spider-man thought as he swung a round the beast , and gave it a double kick to the jaw. He then just jumped back down to the X-men.

"And that's that. If you guys have time, maybe you's can join be and my date for…" Spider-man started to talk casually, before Wolverine came up to him and grabbed him.

"What the hell was the!?" Logan screamed as he grabbed Spidey's shoulder.

"Logan… back off !" Peter socked punched Logan.

Though the too often had small fights, this was the first fist fight between the two friends in a long time.

Pater quickly dominated, with his faster speed, greater strength and superior reflexes and agility. Within 30 seconds, he had slammed Logan into the ground… head first.

"That's for starting the betting pool!" Spider-man shouted as he walk away from Logan, who's healing factor as already nearly got him back on his feet.

"Uh, guys. Does anyone remember the fact that a giant Spider monster is going on a rampage?" Iceman asked, while his fellow X-men were till too shocked at seeing Wolverine get his ass handed to him.

"Oh that, I've already taken care off that." Spider-man brushed it off. And three seconds later, the beast came tumbling down the side of the building

"You killed it!"

"No, it's alive, just stunned"

"Oh, well never mind. Good job." Iceman said, retracting his statement after beast corrected him.

"I just used simply Arachnid physiology. I wouldn't go into any details, but it's stunned due to my blows and the changed of air pressure." Spider-man casually said, as Logan came up and got him into a headlock.

"What the Hell was that about!?"

"I heard from Steve, he said you were the one who started the betting crap on me and Carol." Spider-man said.

After Carol phoned him up to tell him about the betting, and to ask to meet up for coffee before the movie. Peter wheat straight to Rogers, who buckled in under a minute.

"Seriously, all that over some bets!"

"Be glad I didn't throw you off the top of the Tower. Again!"

"Ehem, Gentlemen. While I do enjoy watching my fellow Avengers and their soap-opera drama antics. Perhaps we could focus on the Giant Spider Monster… Who is now a young girl?" Beast asked the two friends squabbling

""Fine!"" Both replied.

"Henry, I'm getting strange vibe... She has no memories. As if she was born yesterday." Rachel Grey spoke alarmingly after she had read the young girl's mind.

"Strange." Beast simply said, before he picked the girl up.

"Maybe it's a side effect of the experiments done to her, it appears to be the work of Mr. Sinister." Beast said, which immediately startled the other X-men.

"…But he's never showed interest in anything other then Mutant DNA, why now human and spider?." Shadowcat asked.

"It's not your Mr. Sinister. That girl is a clone… That's why she has the mind of a new born." Spider-man interrupted.

"Eh… quite interesting. I'll run some tests once we get back to the school but are you sure?" Beast spoke, while summoning the Blackbird.

"Positive. The girl's hair proves it. She was cloned from a girl called Gwen Stacey… and it proves that I will soon have a **Jackal **to deal with." Spider-man said.

"Though, that can wait for another day. Now, if you's will excuse me, I have a hot date…"Spider-man said as he started to climb up a building.

"Yeah right, who with?" Iceman said, trying to mock his old friend.

"… Carol Danvers." He said simply, shutting Iceman up as his jaw dropped.

Once Spider-man was away, Shadowcat looked at Wolverine.

"Seriously, that's what it was all about." She said simply.

"I'll have you know I did it because I never stopped believing in my friend. That, and I got $600 because of him." Wolverine said simply, like it was no big deal.

*Coffee Shop*

Carol Danvers had been waiting ten minutes, her and were supposed to meet up over half an hour ago. She was held up with having to deal with a random super villiain attack.

"Sorry I'm late." Peter Parker said as he came over to her.

"No big. I was also late, dealing with super villains."

"Yeah, I just had a team up with Logan and his X-men. Sucker punched him for starting up that betting pool."

"Nice. Is it true that you once threw him of Avengers Tower?"

"Yeah. Stark was surprised, he thought that his window glass was unbreakable."

"Haaaaaaaa" Carol burst out laughing.

They had a mutual attraction to each other for quite some time. They also were great friends, always enjoyed each others company and understood each other when the other was late. So, why didn't they try and make it work, well it's quite simply.

Peter thought she was waaaayyyy out of his league, and that he'd screw it up, But now, he's wanting to at lest try to make it work.

They spent hours at the coffee house, talking about everything from their personal lives to everyday stuff.

"… Really? Natasha had an affair with **Him**?"

"…You parked your car in the Hudson river!"

"…You have a eight year old side kick from your apartment building?"

"… I am sad about T'Challa and Storm. It's all Namor's fault that their marriage fell apart."

Soon it was time to catch the next showing off the 'Amazing Spider-man 2'.

They both agree… It was funny as hell. Since they knew the truth about Spidey's identity.

"…Really! That must be as embarrassing as hell."

"It's not my fault that they came up with such a crappy name like 'Richard Rachnid'. It is such a horrible and twisted pun."

Carol burst out laughing, Peter was loving every second of this. He truly felt for this woman, more than friend but not quite strong enough as love, yet.

Carol, was much the same way, feeling too strongly about Peter to just say he's a friend, but not ready to say she was in love.

She was betrayed and hurt to much, her most recent boyfriend was Simon Williams, Wonder man. Who doubted her, flirted with other women while she was in the room, abandoned her and went on a rampage in an attempt to destroy the Avengers, but she was wanting to try and act on her feelings.

"Hey Carol… come on. I want us to do something… special to finish." Peter said as he lead Carol in to a back alley.

"W-wait… P-Peter, aren't we taking things to fast?"

"What do…oh, no… at least not yet. I meant… going for a swing." Peter spoke as he removed his t-shirt to reveal his spider-man costume.

"Really? How much fun can it be?" Carol was unsure about how fun it was but after they had got on top of the nearest building and had set off….

*5 minutes later*

"WooooHooooo!" Carol was screaming at the top of her lungs as she held onto peter as they swung through the city.

"I thought you said this would be boring!"

"I take it Baccckkkk!" Carol screamed. The two young Avengers were too busy having fun to notice several bird like creatures following them.

*Carol Danvers Apartment*

"That was some 'ride', Mister Parker."

"I am glad you think so Ms Danvers." Peter took Carol to her apartment, they were currently standing outside on her balcony.

"So… were are we know?" Peter asked

"(Jackass, you had to make this awkward.) Well… I'd like to do this again and I think this makes us… Boyfriend and Girlfriend. If you want."

"Y-Yeah, I'd like that…" Peter stop talking as he slowly moved towards Carol.

"Me too…" Carol stopped talking as well as she too moved forward.

"Surprise!" Jessica Drew shouted out, as she jumped out the of carol's apartment. Causing the two Avengers too separate.

"Jess! What are you doing here!?" Carol screamed out at her best friend.

"After I heard about this I had to see it for myself!" Jess screamed, excited about the prospect that her best friend and one of her closest friends getting together.

"S-so, how about next Thursday. Want to go ice-skating?" Peter said tying to avoid Jessica's gaze.

"Y-yeah, that sounds great." Carol spoke, before pushing Jessica inside to have on to talk about how she is not supposed to be in her apartment without asking.

*Inside Carol' Apartment: 10 minutes later*

"So spill. How's my male double?" Jessica blasted away with the questions.

"Wow, Wow. Calm down. It was a good date, but we never did anything like that."

"Seriously? Given all the crap he's been through recently with Connors, that Alpha kid, The Hobgoblins and Ock's mad body steal thing… I thought he might take you then and there when he saw you in that tight tank top and…" Jessica started rambling, with an evil look in her eyes.

"Alright, Alright. Heel girl. We've only started dating. Don't get ahead of yourself."

"You never let me have any fun…but, seriously. Pete's changed, last few weeks. It seems like he's a new man."

"Well… he's gone through a lot. Maybe seeing himself, literally, through the eyes of his greatest enemy… changed him. He's been working harder then ever before, and it's showing."

"Yeah, he's even got Hawkeye jealous of him… well more than usual. I mean, being the top story on the news twice in a week. With taking down the Sinister Six and that Giant Spider down. Man, guy should charge for overtime."

"Hahahahaha" Carol burst out laughing at her friend's remark, before the two women spent the rest of the night talking about all sort of things.

*Horizon Laboratory: later that night*

After the date, Peter went to his laboratory. He had ideas in his head that he just had to create, and since his work hours are flex able and he does not start working towards his Doctorate till next week.

(That reminds me, I'm publicly returning the equipment the Sinister six stole from the University.)

He could afford to go and return to School and get his Doctorate. He had the idea for dozens of new tactical plans, applications of said ideas for commercial use and even ideas for a new Spider-Bot security device. If he could build enough of them, he could patrol the entire city all the time.

Building hundreds of robots by himself would be hard by himself. Though, he had the help of Horizon labs newest employee… the Living Brain. He and Grandy gave the living Brain a total overall and was now repurposed to work for Horizon in any way possible. They also gave him a new paint job… the classic Spidey look.

"Alright, Living Brain follow my designs and build another 800 hundred of these little beauties… but before that pour some tea, Earl Grey." Pete spoke as he examined his handy work in building the first, but shocking himself. He had no idea why he asked for it, but just choked it up to fatigue.

**(Good luck Parker. No more regrets. You are on the right track…) **The shadow of Dr Octopus thought spoke deep within Peter's subconscious. His presence unknown to Spider-man…

**Ock's ghost is going to play a major role in the story later on. Not for awhile, but it will be a big role when it does. He'll hang around for a few chapters, but will go on the down low for a good while afterwards. His role will be in a original story arc that I'm working on. Stay tuned…**

**Chapter 3:Circling ****Vultures**

***Trouble's in town. The only question is whether it's from the Vulture… or Spidey's ex, Mary Jane Watson. Who… Kind of, made-out with Spidey's Ock posed body. Yeah…**

***Also… a past encounter between Vulture and Spidey shows a side of Adrian Toomes, not often seen.**

***Guest Starring, The FF, The Fantastic Four and… The Sandman?**


	4. Circling Vultures

**The Superior Peter Parker Chapter 3: Circling Vultures**

**Author's Note: Here's chapter 3 up, I'm sorry for any mistakes in spacing or spelling… my old computer died over the weekend and I had to transfer my files over to a new computer, and as I will be gone over the weekend. I will not be able to fix the mistakes till Monday. Anyways, please enjoy the latest chapter of The Superior Peter Parker.**

*New York state University*

Spider-man swung down to the university, carrying the building's stolen equipment in one arm. As dozens of news reporters watched his decent.

"Wow, three times in one week that he's been the top story. Spidey's been one a role."

"Well… doesn't he deserve it for once."

"No doubt, he couldn't deserve it more. Even if he planned it"

Spidey approached the dean of student at the university.

"Spider-man, thank you for returning our stole Science equipment and bringing the criminal's responsible for this acts."

"No problem ma'am, it was no trouble at all."

"And modest too. Hope you don't mind, but we have a special guest whop wishes to thank you personally."

"Who?" Spider-man asked.

"It's me, of course! Your Mayor Jameson. And on behalf of the Marla Jameson foundation, I'd like to say… you've done a hack of a job Spidey. " Jameson near shouted as he sock Spider-man's hand.

(J.J.'s playing ball now. Man, it's Crazy Town's Banana Pants.)

*Horizon labs*

Peter Parker was sitting in the Horizon lounge, the company's employee lounge. He had returned from returning the stolen goods. Peter was currently on the phone to Mary Jane Watson, one of his best friends and his former fiancée.

"**So… you're dating Captain Marvel?"**

"Yeah, I… didn't know how to talk about something like that."

"**Yeah… I know, you told me about the Ock 'thing'."**

*2 weeks earlier*

Peter, still in his spider-man suit but without the mask, and MJ were in a room at MJ's together, everything had been cleared up with the Avengers and everyone had returned home.

"So… It was Octopus?"

"Yeah…"

"I still have feelings for you Peter. A-And I was hoping that we could…" MJ spoke as she leaned in towards a kiss with Peter.

"No!" Peter shouted as he pulled away.

"No?"

"MJ, a part of me will always love you, and you will always be one of my closest friends, but we can't keep this going anymore. Getting back to get, breaking up again. You've loved me as both Peter Parker and Spider-man, but we can't be together **because **I am both Peter Parker and Spider-man. We get back together, and then we break up again. Nothing will change, **and** you will always be in danger because of who I am."

"P-Peter, what are you saying?" MJ asked, as she saw Peter put his mask on and head towards the window.

"We both have to move on MJ… for your safety. To Protect you…. I have to move on." Peter spoke as he swung away.

*Present*

"**You were right; we both had to move on." **

"Yeah… are you seeing anyone?"

"**Yeah… a fireman. He's good guy, hope you meet him soon."**

"Yeah… he sounds great. Well… we're doing well at 'Staying friends with your ex' thing."

"**We are?"**

"Better then the 'Pyms' at lest."

"**Hahahahahahhah…. Oh god!"**

"What's wrong!?"

"**Little bird creatures, get her-"**

"MJ!" Peter shouted into the phone, fortunately no one was in the lounge as it was late. Peter raced out into the nearby alley, and quickly changed into his Spider-man gear.

Peter raced through the city, web swinging as fast as he could. He noticed a small mugging nearby, while he was about to intervene….

**(No Parker! Focus, your friend could be dead if you don't hurry! He'll live, she wouldn't!) **Otto screamed in Parker's mind, trying him to prioritize.

… but something in his mind told him to save MJ, knowing that he can hunt down the mugger later.

Peter neared MJ's, only to see her free falling towards the pavement. Peter raced in an attempt to save MJ, shooting out a web net to catch her. Praying that he was fast enough…. And he was. She was safe!

"Thank God, Peter!"

"No problem but what the hell was that about?"

"The Vulture. He sent some of his goons to get something from a secret safe of his."

"I'll start scorching the city tonight; I promise I'll get him in jail by the end of the night." Spider-man spoke as he lowered MJ down to the street, and stayed with her till the police arrived and took her into protective custody.

*Top of Empire State Building*

"**Is MJ Alright?" **Carol Danvers asked her boyfriend over the phone.

"Yeah, just shaken up a bit. I have my new spider-bots out in the city right now. I've been going after a few street level things while they continue their search for the Vulture. Still nothing."

"**You need my help on this one? I can be up from new Orleans in about an hour, hour and half."**

"Nah Carol, from what you told me you need your rest after that thing with… eh, what's Rambeau going by now?"

"**Hahahaaahaha. I have no idea. Ugh, I have to go. They need my help for the clean up, still up for Friday babe?"**

"Yeah… unless Galatcus shows up to eat the planet."

"**Hahaahahaha… bye."** Carol hung up, having do got to business. As did Peter, when he noticed the giant spider-symbol in the sky.

*NYPD police station: Rooftop*

"Officer Cooper, Chief Pantchett. How I envoy you both, you two are about to witness a new Golden age of New York. And watching as Spider-man finally falls in line…" Jameson began his big speech, only to be interrupted when Spider-man threw a mini-spider-bot onto the signal and short it out.

"Why in all the Sam-blazing hill you do that for!?"

"Sorry your honor, if my enemies knew that was how you contacted me. They could easily ambush us here."

"Ow… well that makes sense."

"Here, this phone is triple encrypted and has the number for a secure line direct to me. If you need anything. Though keep the light… I think it might be useful later on."

"Alright…(Damn phone better than the one I've got already, and it's a better idea to call instead of waiting hours for him to notice the damn signal)… I take it your aware of the break in at Miss Watson's night club earlier tonight." Jameson continued, trying to forge a partnership with the man he was wrong about for so many years.

"Yes, I was able to insure no one was killed. Though I am a bit sketchy on the details."

"I can fill you in on that mister Spider-man. Your old foe, the Vulture sent some of his goons to retrieve documents from the 'MJ's' night club. Which, as you already know; was once called 'The Wake' and was the Vulture's former high out. We are not sure what the document's entail exactly, but if he's active again. It can mean no good." Chief Pantchett, attempting to kiss up to the Mayor.

"That's like we'd like to start working together for the common good, instead of wasting time trying to chase you down. (I know I have done that a lot.)" Jameson concluded.

"That would make me very happy your Honor… I take it that's why Ms Copper is here, and that you wish us too work together again."

"Yep Spidey, the chief had a sudden… change of heart." Carlie commenting on how quickly the chief spread his legs for the mayor.

"Well, I have an idea. The Vulture's gear uses Magnetic waves. I believe with Cooper's help… I ca quickly modify my lenses to detect the magnetic waves. We will need access to the Department's laboratory."

"Go right ahead.. I just want that old, bold, flying menace off the streets!" Mayor Jameson shouted in a tone of voice used usually reserved for the Arachnid Avenger. It was so surreal to Peter.

*The Labs: 15 minutes later*

"So… are you going to help me or not?" peter asked, as He and Carlie were in the labs.

"Nah, you can do this on your own." Carlie brushed it off, as she was reading a magazine off in the corner.

"Yeah, yeah… sorry about the arm. It was an accident."

"… It's alright Pete. It's kind of my fault that I didn't believe you. I should've noticed something was wrong when your voice mail changed to "If you leave a message, I might spare a few minutes of my very valuable time to deal with your pitiful problems."

"… Yeah you should've."

Peter and Carlie had finally put their friendship back together after the incident with Ock, finally being able to stay in a room without it being completely awkward.

"…And done. I'll be able to track the Vulture down with these."

"… You want me with?"

"… No, not right now. Your arm is till shot to hell. Too dangerous in your condition."

"… Damn, I've been wanting to get into the superhero buis. You know… not doing things by 'the book'." Carlie spoke excitedly. She had been recently growing tired with the rules and regulations of the police force.

Peter was starting to leave out the window, Carlie then shouted as he was going out to hunt for the Vulture.

"… I forgot; we need to talk about that Captain Marvel girl!"

(Damn it MJ, can't you keep your mouth shut!)

*Near the Vulture's Hideout*

(Alright, let's get this done. Once for all!) Peter thought to himself.

**(What are you planning Parker?) **Otto thought as he swung beside Peter towards the hideout

(Time to make things right…)

*Peter's memories*

**(What the…)** Otto mysteriously found himself within one of Peter's memories.

"I'm sorry; I can't stay with you and your mum." Otto watched as he saw his old friend Adrian Tomes hug a young boy in an apartment, with a women and Spider-man in the room, with a police man outside.

"B-But, Grandpa! Why do you have to leave?" The little boy spoke, holding back tears.

"I… have to go repay a debt. I promise I'll come back one day." The vulture said as he watched Adrian bring his grandson into a hug.

**(Adrian… I never knew.)**

*Real world*

(Time to get to work.) Peter thought as he jumped into the old warehouse.

**(I'm back…. Ehm, I may be able to view Peter's memories closer… Later.)** Otto thought, as he wished to view this show down. He had often saw videos of the Vulture's and Spider-man's battles. Yet, never through the eyes of the hero.

Otto thought this all as Peter walked towards Tomes.

"Adrian, stand down. I've come to talk."

"Bah, you've only come to arrest me. Take him, my Vultures."

"No Adrian… I've only came to make an offer… a full pardon… a chance to live with you daughter and grandson and … a back account full of millions of dollars. No more of this…" Spider-man tried to reason with Tomes, as he fought off the Vulture's goons. Trying to do watch he should've years… giving his villains an out. A true chance to reform, until…

…he punched one of the goons to the ground, and his mask fell off to reveal the face of a child.

"A child…. You Bastard! Why would you use a child!?" Spider-man yelled in pure rage.

**(By God… Adrian, why!?) **Otto was appalled that his old friend would use a child in his schemes, as he was abused as a child.

"Don't act so surprised Spider. You know I have used minors in my schemes before…"

"They were teenagers, fully capable of making their own decisions. Good or bad. These are children!"

"It doesn't matter, this is who I am. You already know that, I am the Vulture!"

"No, you're Adrian tomes, and it' like seeing you for the first time… and I see a… Monster! That must be stopped!" Spider-man yelled as he leapt at the vulture, who rocked out of the warehouse, into the night sky. With Spider-man right behind him.

His child minions scattered, knowing that the Vulture was done for, and that they needed to get out.

*Up town restaurant: "20th floor*

Reed Richards and Susan Richards had teleported back to earth from their family space/time family vacation, to get some along time for their anniversary. They had been there for over an hour, talking about all kinds of this. They just got onto the topic of their surrogate little brother… Peter Parker.

"I'm so proud of Pete, He's finally out back out dating, with Carol no less. I always thought they'd make a great couple. And finally getting a doctorate as well! He's finally got his life on track." Susan said.

"I am proud of him too. Especially their fact that he is taking more resonability with his villains after the whole Dr Ock thing…"

*Baxter Building: One month ago*

"Crap, Carp, Crap. Have to find someone." Johnny storm, the Human torch raced through the Baxter building. Having to find someone short notices to replace him while he's away. Fortunately he 'bumped' into Peter.

""Oomph""

"Johnny! Watch we're you're going." Peter said as he tried to get back on his feet.

"Oh Peter, thank god! You can do it."

"Do what?"

Johnny proceeded to pull peter into the Omega room. Where the rest of the FF were waiting with their replacement. Reed and Scott, Susan and Medusa and Ben and Jenifer.

"Ah Peter! So Johnny got you as I thought."

"For what exactly?" Peter asked. Everyone else looked at Johnny disapprovingly, before Reed explained.

"Well Peter, the FF is going on a trip with Franklin and Valerie. Going to explore unknown universes for a year, but it will only be four minutes for you guys. So we're picking replacements to run the Future Foundation in that time."

"For Four Minutes?"

"It's encase anything happens and we arrive later then expect. Or a crisis arises that needs attention. And since your are already part of the family… and Johnny forgot to ask you like he said he would."

"I FORGOT, SUE ME!"

"Do you think you can do it."

"Well Reed I am flattered, and you guys are family and I'll be there to help whenever you need me. But I can't, not right now."

"Wait, Why!?" Johnny screamed hysterically.

"Firstly… I don't think I should be around children so soon after the Doc Ock… thing. And secondly… I'm planning to go back to school and finish my Doctorial program, and get my P.H.D."

The entire room burst out in congratulations for peter.

"Why'd a go Pete." Johnny said

"Good for ya webs." Ben said

"Oh, good for you Peter." Susan said

"Congratulations Spidey." Scott said

"Good fortunes, Spider-man." Medusa said

"Nice Webs." Jenifer said

"Good luck Peter, you deserve this." Reed said

"Thanks everyone, but Reed I need to talk to you about something."

"What about?"

"The Sandman…"

*Present*

"… He's being more responsible than ever before. Even taking Custody of the Sandman."

"Yeah he really has changed his life around…"

Right then and there the vulture, with Spider-man atop his back. Spidey force crashed him onto the floor. They skidded across the ground, coming to a stop right in front of the Richard's table.

"So… need any help?" Sue asked.

"Nah, just need you to point me in the direction of the nearest police Cell."

"That would be on the corner of 4th and Broadway, just north of here." Reed answered.

"Thanks…you's on your date night?"

"Yeah." Susan answered.

"Oh, sorry to disturb, have a nice time…"

"No problem… Spider-man" Reed answered, as Peter webbed up the unconscious Vulture, and dragged him off to the nearest police station.

**Chapter 4 God of Thunder and Man of Lightening**

***The Superior Spider-man is about to have an old friend visit town…Electro gas finally returned to earth and is out for Blood! Can the All-new Spidey stop Electro from taking the life of a God!?**

***Plus, Peter goes back to school! Wonder how that goes?**

***Also, our favorite web-head personal fly girl has some bad news to share… **


	5. God of thunder and Man of lighting

**The Superior Peter Parker Chapter 4: God of thunder and Man of lighting**

**Author's Note: Sorry that I haven't updated recently I have been too busy with school work. As such, I'll most likely be only updating once a month from now on. **

*New York state University*

"**So Peter, you're going back to school. How do you feel?"** Carol asked over the phone, she was at the doctor's office. Waiting for a test result.

"Pretty strange. Sorry I can't be their Carol."

"**No big, probably nothing. Besides Jessica and a few of my civilian friends are here."**

"Can she look at you after… 'That night'?" Peter asked, referring to the night that he and carol did 'their' first time together. Jessica came into Carol's apartment unannounced and heard… everything.

"**Not without blushing… I had no idea she came into my apartment that night."**

"Yeah… I think the only reason the whole apartment didn't heard us is because I used my spider-bots to place up three soundproof force fields."

"**Then why was Jess able to get in?"**

"I said it was soundproof, not person proof… Have to go the Dean of students is here." Peter said as he noticed a woman in her early 50s, with blond hair, walk over to him.

"**Yeah me too, see you later babe."**

"Not if I See you first" And with that Peter hung up on his girlfriend. Things with Carol where going great. Hell, the other Avengers even noticed how well it was going.

"Mister Parker, how good to see you. May I ask who where you just on the phone to?" The Dean came up, shakes his hand and asked.

"My girlfriend." spoke as the Dean lead him towards the building.

"Really now, I'm not surprised. A handsome young man like you must have landed quite a big fish."

"She is a real beauty and everything about her is… marvellous."

"Ah young love, a here we are. This is Doctor Lamaze's class. The students say it is quite difficult."

"Then it sounds fun… I like as challenge." Just then the break bell rang, and the class disbursed.

"Doctor Lamaze, meet mister Peter Parker. He'll be joining your class to work towards his Doctorate." Peter was introduced to a chubby man, in his late 40's who was balding.

"**This is a real laugh, Lamaze teaching a class." **Otto's shadow thought to himself.

"A pleasure to meet you L…Doctor Lamaze, how nice to meet you." Peter nearly called him by his first name, since he has Otto's memories from the mind transfer and Otto knew him in school. The Dean also took her leave.

"I'm sure it will be… terrific to have you in class. Be prepared to… wow me on Monday." Lamaze said briskly, brushing Parker off.

"Wow slick if you plan to pass, you're going to need help." A woman pierced her hand through the crowd of students and gave Peter a card for a tutor, Anna Maria.

"Wait-t." Peter looked around, but whoever gave him the card had disappeared.

"Beep, Beep" Peter's phone, specifically the patrol app began ringing.

(Hmm, who could it be?) Peter pondered at first, but then became shocked as he released who it was.

*Atop Avengers Tower*

"Bahahahahaahhaahhaha" Thor had been laughing for five minutes, after Peter warned him about the real dangerous of Max Dillon's return.

"Are. You. Finished?" Spider-man said, with obvious strain in his voice from being laughed at as such.

"Oh, my apologies Spider-man, but I do not see the danger that this man possess to me. I am the god of thunder" Thor spoke.

"You are, but Electro is powerful, driven, and possess a great threat. If my calculations are right, things could escalate to..."

"My apologies spider-man, but you're Calculations mean nothing. As this man is Nothing. Now good day!" Thor turned around to leave, Spider-man jumped in front of him.

"If I might remind you, the Sinister six defeated the Avengers and nearly destroyed the planet. Electro was their most powerful members, not to mention one of the most powerful men on earth, and he is has connections with A.I.M. If I am right, and I've double checked, if he does something stupid to himself. You and him could wipe out New York...STATE!" Spider-man blasted Thor with this information. He was angry as hell how arrogant Thor was being… especially given what happened last summer.

"…. The whole state?" Thor spoke, suddenly realizing that this was serious matter.

"…Yes, *Beep, Beep* and he is doing something stupid. He's at an A.I.M base right now!" Spider-man spoke with urgency, finally having Thor's attention.

"I apologize for earlier spider-man. Lead the way." Thor spoke. Say what you want about him, Thor's a fast learner.

*A.I.M Base*

Spider-man lead Thor to the A.I.M base, where they found… burnt carcasses inside Beekeeper suit's

"Odin's Beard!"

"These look to be the remains of the A.I.M . scientists. Electro just killed them after he was done with him."

"By Valhalla, the Foes you face and their depravity know no bounds!" Thor spoke, laminating Dr Ock's recent mad attempt at survival.

"Tell me about, just be glad."

"Glad about what?"

"Glad that Ock and Electro aren't even in the top half of the worse people I've faced. And that you've never fought Carnage, that is a true monster!" Spider-man spoke, while during the whole discussion, they moved deeper into the Base. Till they came across a strange machine.

"Oh God….The heat readings. If they used that…"

"**Oh yeah! I'm back Baby, and your dead Thor!" **Electro shouted as he apprehended before the Avenging duo, attacking them. Spider-man evades, but Thor did attempt to attack with his own lightning.

"No Thor! A.I.M has turned him into an Anti-matter version of himself. If the electrons in your hammer and his protons collide…."

"…Annihilation." Thor and Spider-man busted through the roof of the warehouse the A.I.M base was located in, trying to evade Electro's attacks.

"If that happens, how much energy would be released?"

"…Worst case Scenario."

"Can you stop him?"

"The equipment in the base, if I had time I could reverse the process, and potentially capture him."

"… You shall have your time." Thor shouted as he charged at Electro, while Spider-man left to work on the machine.

Though, without being able to use his full power. He was repeatedly battered, again and again with electricity. Regretting his mocking of Electro with each passing moment.

"Thor, hit him with the lightning!"

"But, New York shall be…"

"Trust me damn it, I known what I'm doing! I've proved that before!" Spider-man shouted.

Thor realized that the praise Spider-man received from Captain America, Marvel and his other Avengers. About how he was as Smart as Tony Stark, Strong as the Hulk and as honorable as Himself and Captain America. It was all true, and if he didn't't belief that right now... he was sure about after the next 5 minutes.

"**WOOOOOOM"**

"**KRA-KOOM"**

Thor and Electro charged at each other, and caused a massive explosion in the Skies.

And Thor landed on the ground, with one knee down.

"Here you go, Big guy." Spider-man said as he offered Thor a hand up.

"What occurred?"

"At the point of Annihilation, I used A.I.M's Quantum field generator tpo redirect the Energy."

"What of Electro?"

"In here" Spider-man pointed to the device on his back "I've got a specialised cell at undisclosed location, I'm also holding the Sandman there as well. Can't trust the supervillian prisons till they remove their revolving doors."

"They do have alarming numbers of vile villains escaping their clutches…. Spider-man. I apologize, for my mocker of you and this threat. It will not happen again." Thor apologized.

"Well thanks… and if you're so sorry. You can explain to Rogers why there is such a … 'Mess'." Spider-man said as he swung away.

"Oh…. Come on!" Thor shouted. Knowing the Captain America was going to chew him out for not only not only ignoring a fellow Avenger's warning… but for also destroying a large part of the Warehouse district.

*Carol Danvers Apartment*

Peter used his spare key to Carol's Apartment. He and Carol, despite staring to date the two agreed to keep their own apartments. Since their 'work life' was…. erratic to say the least. Though they do keep clothes, equipment and spare costumes at each other's place.

He came into the living room, to see Carol sitting on the coach, depressed looking.

"Hey Carol."

"Hey Peter."

"Everything okay? Did the doctors go okay?"

"… No. Everything's not okay."

"… You want to tell me… I mean, being in a superhero on superhero relationship. Generally means that we can talk about these kinds of things."

"… I have a tumor. It's unnatural and… it could wipe out my memories. I could forget everything…. Jessica, Steve and worst of all…. you."

Peter didn't know what to say, he could only dragging Carol into a hug.

**Chapter 6: The Enemy Within and Without **

***Evil schemes threaten to bring yet another tragedy to two heroes who have suffered time and time again! **

***Is this the end for Peter and Carol's future? **

***Also, old tensions resurface between Iron Man and Spider-man. The fallout of the Civil war and both men's stances threaten to seal Carol's fate.**

***Can these men, once like brothers, finally begin to heal the rift… before it's all too late.**


End file.
